UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x          QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
quarter ended September 30, 2009





o           
TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from _____ to _____





Commission
File Number: 333-151419





FENARIO,
INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
              (State
      of incorporation)
            26-0299388
              (IRS
      Employer ID Number)





410 Park Avenue, 15th
Floor


New York, New York
110022


(Address
of principal executive offices)





(888)
251-3422


(Issuer's
telephone number)





________________________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes xNo o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x


(Do not
check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes xNo o


As of
October 22, 2009, 9,000,000 shares of common stock, par value $0.0001 per
share, were outstanding.










TABLE
OF CONTENTS





PagePART
      IItem
      1. Financial Statements
            1Item
      2. Management’s Discussion and Analysis of Financial Conditionand
      Results of Operations
            7Item
      3 Quantitative and Qualitative Disclosures About Market
    Risk
            15Item
      4(T) Controls and Procedures
            16PART
      IIItem
      1. Legal Proceedings
            16Item
      IA. Risk Factors
            16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            16Item
      3. Defaults Upon Senior Securities
            17Item
      4. Submission of Matters to a Vote of Security Holders
            17Item
      5. Other Information
            17Item
      6. Exhibits
            17













PART
I


FINANCIAL
INFORMATION





Item
1. Financial Statements.


FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED BALANCE
SHEET




ASSETSSeptember 30, 2009
                
                March 31, 2009(Unaudited)Current
      Assets:Cash
                
                $
                340
                
                
                $
                340Total Current
      Assets
                
                
                340
                
                
                
                340Total
      Assets
                
                $
                340
                
                
                $
                340LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCurrent
      Liabilities:
                
                $
                15,545
                
                
                $
                1,170Accrued
      Liabilities
                
                
                17,330
                
                
                
                15,500Loans
      PayableTotal Current
      Liabilities
                
                
                32,875
                
                
                
                16,670Total
      Liabilities
                
                
                32,875
                
                
                
                16,670Commitments
      and ContingenciesStockholders’
      Deficiency:Preferred Stock,
      $.0001 par value; 5,000,000 sharesauthorized,
      none issued and outstanding
                
                
                -
                
                
                
                -Common Stock,
      $.0001 par value; 500,000,000 sharesauthorized,
      9,000,000 shares issued and outstandingat
      September 30, 2009 and March 31, 2009
                
                
                900
                
                
                
                900Additional Paid-In
      Capital
                
                
                39,600
                
                
                
                39,600Deficit Accumulated
      During the Development Stage
                
                
                (73,035
                )
                
                
                (56,830
                )Total Stockholders’
      Deficiency
                
                
                (32,535
                )
                
                
                (16,330
                )Total
      Liabilities and Stockholders’ Deficiency
                
                $
                340
                
                
                $
                340


The
accompanying notes are an integral part of these financial
statements.




1




FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF
OPERATIONS
 (Unaudited)


For the
                  
                  
                  For the
                  
                  
                  For the PeriodSix Months Ended
                  
                  
                  Quarters Ended
                  
                  
                  May 11, 2007September 30,
                  
                  
                  September 30,
                  
                  
                  (Inception) To2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  September 30, 2009Net
      Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Costs
      and Expenses:Professional
      Fees
                  
                  
                  15,000
                  
                  
                  
                  34,360
                  
                  
                  
                  4,500
                  
                  
                  
                  589
                  
                  
                  
                  67,310Other
      Expenses
                  
                  
                  830
                  
                  
                  
                  2,290
                  
                  
                  
                  830
                  
                  
                  
                  1,677
                  
                  
                  
                  5,180Total
      Costs and Expenses
                  
                  
                  15,830
                  
                  
                  
                  36,650
                  
                  
                  
                  5,330
                  
                  
                  
                  2,266
                  
                  
                  
                  72,490Loss
      from Operations
                  
                  
                  (15,830
                  )
                  
                  
                  (36,650
                  )
                  
                  
                  (5,330
                  )
                  
                  
                  (2,266
                  )
                  
                  
                  (72,490
                  )Other
      Income (Expense):Interest
      Expense
                  
                  
                  (375
                  )
                  
                  
                  -
                  
                  
                  
                  (205
                  )
                  
                  
                  -
                  
                  
                  
                  (545
                  )Net
      Loss
                  
                  $
                  (16,205
                  )
                  
                  $
                  (36,650
                  )
                  
                  $
                  (5,535
                  )
                  
                  $
                  (2,266
                  )
                  
                  $
                  (73,035
                  )Basic
      and Diluted Loss Per Share
                  
                  $
                  0.00
                  
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average CommonShares
      Outstanding
                  
                  
                  9,000,000
                  
                  
                  
                  9,000,000
                  
                  
                  
                  9,000,000
                  
                  
                  
                  9,000,000


The
accompanying notes are an integral part of these financial
statements.




2




FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF
STOCKHOLDERS’ EQUITY (DEFICIENCY)
 FOR THE PERIOD MAY 11, 2007
(INCEPTION) TO SEPTEMBER 30, 2009
 Deficit
                    AccumulatedAdditional
                  
                  
                  During
      theCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  DevelopmentShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  TotalBalance,
      May 11, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Common
      Stock Issued to Founderat
      $.0001 per share, May 2007
                  
                  
                  5,000,000
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Common
      Stock Issued to Private Investorsat
      $.01 Per Share, January 2008
                  
                  
                  4,000,000
                  
                  
                  
                  400
                  
                  
                  
                  39,600
                  
                  
                  
                  -
                  
                  
                  
                  40,000Net
      Loss for the Period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,850
                  )
                  
                  
                  (2,850
                  )Balance,
      March 31, 2008
                  
                  
                  9,000,000
                  
                  
                  
                  900
                  
                  
                  
                  39,600
                  
                  
                  
                  (2,850
                  )
                  
                  
                  37,650Net
      Loss for the Year EndedMarch 31, 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (53,980
                  )
                  
                  
                  (53,980
                  )Balance,
      March 31, 2009
                  
                  
                  9,000,000
                  
                  
                  
                  900
                  
                  
                  
                  39,600
                  
                  
                  
                  (56,830
                  )
                  
                  
                  (16,330
                  )Net
      Loss for the Six Months EndedSeptember 30, 2009 (Unaudited)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (16,205
                  )
                  
                  
                  (16,205
                  )Balance,
      September 30, 2009 (Unaudited)
                  
                  
                  9,000,000
                  
                  
                  $
                  900
                  
                  
                  $
                  39,600
                  
                  
                  $
                  (73,035
                  )
                  
                  $
                  (32,535
                  )
 The
accompanying notes are an integral part of these financial
statements.


3




FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 CONDENSED STATEMENT OF CASH
FLOWS
 (Unaudited)


For the
                
                
                For the PeriodSix Months Ended
                
                
                May 11, 2007September 30,
                
                
                (Inception) to2009
                
                
                2008
                
                
                September 30, 2009Cash
      Flows from Operating Activities:Net
      Loss
                
                $
                (16,205
                )
                
                $
                (36,650
                )
                
                $
                (73,035
                )Adjustments
      to Reconcile Net Loss to NetCash
      Used in Operating Activities:Changes
      in Assets and Liabilities:Decrease
      in Deferred Offering Costs
                
                
                -
                
                
                
                7,500
                
                
                
                -Increase
      (Decrease) in Accounts Payableand
      Accrued Liabilities
                
                
                14,375
                
                
                
                (1,500
                )
                
                
                15,545Net
      Cash Used in Operating Activities
                
                
                (1,830
                )
                
                
                (30,650
                )
                
                
                (57,490
                )Cash
      Flows from Investing Activities:
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      Flows from Financing Activities:Proceeds
      from Borrowings
                
                
                1,830
                
                
                
                -
                
                
                
                17,330Proceeds
      from Sale of Common Stock
                
                
                -
                
                
                
                -
                
                
                
                40,500Net
      Cash Provided by Financing Activities
                
                
                1,830
                
                
                
                -
                
                
                
                57,830Increase
      (Decrease) in Cash
                
                
                -
                
                
                
                (30,650
                )
                
                
                340Cash
      – Beginning of Period
                
                
                340
                
                
                
                32,150
                
                
                
                -Cash
      – End of Period
                
                $
                340
                
                
                $
                1,500
                
                
                $
                340Supplemental
      Disclosures of Cash Flow Information:Interest
      Paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      Taxes Paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -


The
accompanying notes are an integral part of these financial
statements.


4




FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
 NOTE 1
-       Organization and Basis of
Presentation
 
 Fenario,
Inc. (“the Company”) was incorporated on May 11, 2007 under the laws of the
State of Nevada.  The Company has selected March 31 as its fiscal
year.
  The
Company has not yet generated revenues from planned principal operations and is
considered a development stage company as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7.  The Company intended to focus on
developing and licensing proprietary software solutions for healthcare
providers, health care professionals and health insurance
companies.  The Company has since abandoned its business plan and is
now seeking an operation with which to merge or acquire.  Accordingly,
the Company is now considered a blank check company.  There is no
assurance, however, that the Company will achieve its objectives or
goals.
  In the
opinion of the Company’s management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
therein.  These financial statements are condensed and therefore do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements.
 Results
of operations for interim periods are not necessarily indicative of the results
of operations for a full year.
  The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$16,205 for the six months ended September 30, 2009 and a net loss of $73,035
for the period May 11, 2007 (inception) to September 30, 2009.  In
addition, the Company had working capital and stockholders' deficiencies of
$32,535 at September 30, 2009.  These factors raise substantial doubt
about the Company’s ability to continue as a going concern.
  There can
be no assurance that sufficient funds will be generated during the next year or
thereafter from operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.  The
lack of additional capital could force the Company to curtail or cease
operations and would, therefore, have a material adverse effect on its
business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.
  The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof.  There can be no assurances that the Company will be able to
raise the additional funds it requires.
  The
accompanying condensed financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying amounts or the
amounts and classifications of liabilities that may result should the Company be
unable to continue as a going concern.
 
 5




FENARIO,
INC.
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
  NOTE 2
-       Loans
Payable
 
 Loans
payable are due on demand and bear interest at 5% per annum.
  NOTE 3
-       Common
Stock
 
 In May
2007 the Company issued 5,000,000 shares of common stock to the Founder for
$500.
  In
January 2008 the Company sold 4,000,000 shares of common stock to private
investors at $.01 per share for gross proceeds of $40,000.
  NOTE 4
-       Preferred
Stock
 
 The
Company’s Board of Directors may, without further action by the Company’s
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of preferred stock in series and at the time of
issuance, determine the rights, preferences and limitations of each
series.  The holders of preferred stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up of
the Company before any payment is made to the holders of the common
stock.  Furthermore, the board of directors could issue preferred
stock with voting and other rights that could adversely affect the voting power
of the holders of the common stock.
  6




Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations





As used
in this Form 10-Q, references to the “Fenario,” Company,” “we,” “our” or “us”
refer to Fenario, Inc., unless the context otherwise indicates.





Forward-Looking
Statements





The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q (the “Report”). This
Report contains forward-looking statements which relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.





These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In evaluating these
forward-looking statements, you should consider various factors, including the
following: (a) those risks and uncertainties related to general economic
conditions, (b) whether we are able to manage our planned growth efficiently and
operate profitable operations, (c) whether we are able to generate sufficient
revenues or obtain financing to sustain and grow our operations, (d) whether we
are able to successfully fulfill our primary requirements for cash, which are
explained below under “Liquidity and Capital Resources”. We assume no obligation
to update forward-looking statements, except as otherwise required under the
applicable federal securities laws.





Corporate
Background





Fenario,
Inc. was incorporated on May 11, 2007 in the state of Nevada. We were initially
focused on developing and licensing proprietary software solutions for
healthcare providers, health care professionals and health insurance companies.
Currently, there is an increasing focus on medical cost containment within the
medical community and the general population as a whole. We were hoping to offer
advanced clinical, financial and management information software which is
focused on enabling the real time automation of routine patient
transactions.





On May
11, 2007, we issued an aggregate of 5,000,000 shares of our common stock to
Uziel Leibowitz, our President, Chief Executive Officer, Chairman, and
Director.  The shares were issued in consideration for the payment of
$500. This transaction was conducted in reliance upon an exemption from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended.




7




In
January 2008, we issued 4,000,000 shares of common stock to 40 investors at a
purchase price of $.01 per share for gross proceeds of $40,000, in a private
placement relying on the exemption from the registration requirements of the
Securities Act provided by Regulation S and/or Section 4(2) of the Securities
Act.  Each purchaser represented to us that such purchaser was not a
United States person (as defined in Regulation S) and was not acquiring the
shares for the account or benefit of a United States person. Each purchaser
further represented that at the time of the origination of contact concerning
the subscription for the shares and the date of the execution and delivery of
the subscription agreement for such shares, such purchaser was outside of the
United States. We did not make any offers in the United States, and there were
no selling efforts in the United States. There were no underwriters or
broker-dealers involved in the private placement and no underwriting discounts
or commissions were paid.





On June
20, 2008, the Company commenced an offering of up to 3,000,000 shares of common
stock, $0.05 per share, pursuant to the prospectus contained in the Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on June
4, 2008, and declared effective on June 19, 2008 (file number
333-151419).  On July 23, 2008, the Company closed the offering prior
to the offering termination date because it had not been successful at selling
any shares in the offering as of said date.





Our
offices are currently located at 410 Park Avenue, 15th
Floor, New York 10022.  Our telephone number is (917) 497-
2692.  We do not currently have a functioning website.





Business
Overview





Due to
the state of the economy, the Company has conducted virtually no business other
than organizational matters, filing its Registration Statement and filings of
periodic reports with the SEC. The Company has since abandoned its business plan
and is now seeking an operating company with which to merge or to
acquire.





We are
now considered a blank check company. The U.S. Securities and Exchange
Commission (the “SEC”) defines those companies as “any development stage company
that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the “Securities Act”), we also qualify
as a “shell company,” because we have no or nominal assets (other than cash) and
no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of “blank check” companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.





The
Company’s current business plan is to attempt to identify and negotiate with a
business target for the merger of that entity with and into the Company. In
certain instances, a target company may wish to become a subsidiary of ours or
may wish to contribute or sell assets to the Company rather than to merge. No
assurances can be given that we will be successful in identifying or negotiating
with any target company, or, if we do enter into such a business combination, no
assurances can be given as to the terms of a business combination, or as to the
nature of the target company. We seek to provide a method for a foreign or
domestic private company to become a reporting or public company whose
securities are qualified for trading in the United States secondary
markets.




8




Competition





The
Company is an insignificant participant among firms which engage in business
combinations with, or financing of, development stage enterprises. There are
many established management and financial consulting companies and venture
capital firms which have significantly greater financial and personnel
resources, technical expertise and experience than the Company. In view of the
Company’s limited financial resources and management availability, the Company
will continue to be at a significant competitive disadvantage vis-a-vis the
Company’s competitors.





Regulation
and Taxation





The
Investment Company Act of 1940 defines an “investment company” as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulations under the Investment Company Act of 1940 in the event the Company
obtains or continues to hold a minority in a number of development stage
enterprises.





The
Company could be expected to incur significant registration and compliance costs
if required to register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company’s activities from time to time
with a view toward reducing the likelihood the Company could be classified as an
“investment company.”





The
Company intends to structure a merger or acquisition in such manner as to
minimize Federal and state tax consequences to the Company and to any target
company.





Employees





We have
no full time employees at this time. All functions, including development,
strategy, negotiations and clerical are currently being provided on a voluntary
basis by our two officers.





Plan
of Operation





During
the next 12 months, the Company intends to seek, investigate and, if such
investigation warrants, acquire an interest in one or more business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of a publicly held corporation. At this time, the
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and the Company has not
identified any specific business or company for investigation and evaluation. No
member of management has had any material discussions with any other company
with respect to any acquisition of that company.





The
Company will not restrict its search to any specific business, industry or
geographical location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed plan of operation
under this caption and throughout this Quarterly Report is purposefully general
and is not meant to be restrictive of the Company’s virtually unlimited
discretion to search for and enter into potential business opportunities. The
Company will have to obtain funds in one or more private placements to finance
the operation of any acquired business. Persons purchasing securities in these
placements and other shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The
Company’s proposed business is sometimes referred to as a “blind pool” because
any investors will entrust their investment  monies to the
Company’s management before they have chance to analyze any ultimate use to
which their money may be put.




9




Consequently,
the Company’s potential success is heavily dependent on the Company’s
management, which will have virtually unlimited discretion in searching for and
entering into a business opportunity. None of the officers and directors of the
Company has had any experience in the proposed business of the
Company.  There can be no assurance that the Company will be able to
raise any funds in private placements. In any private placement, management may
purchase shares on the same terms as offered in the private
placement.





Management
anticipates that it will only participate in one potential business venture.
This lack of diversification should be considered a substantial risk in
investing in the Company because it will not permit the Company to offset
potential losses from one venture against gains from another. The Company may
seek a one business opportunity with a firm which only recently commenced
operations, or a developing company in need of additional funds for expansion
into new products or markets, or seeking to develop a new product or service, or
an established business which may be experiencing financial or operating
difficulties and is in the need for additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve the acquisition or merger with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and establish
wholly owned subsidiaries in various businesses or purchase existing businesses
as subsidiaries.





The
Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of a publicly traded corporation. Such perceived
benefits of a publicly traded corporation may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially available business opportunities may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.





As part
of any transaction, the acquired company may require that management or other
stockholders of the Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired company.  It is
anticipated that the sales price of such shares will be lower than the current
market price or anticipated market price of the Company’s Common Stock. The
Company’s funds are not expected to be used for purposes of any stock purchase
from insiders.  The Company shareholders will not be provided the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion of their shares in connection with an acquisition may influence
management’s decision to enter into a specific transaction. However, management
believes that since the anticipated sales price will be less than market value,
that the potential of a stock sale by management will be
a material factor on their decision to enter a specific
transaction.





The above
description of potential sales of management stock is not based upon any
corporate bylaw, shareholder or board resolution, or contract or agreement. No
other payments of cash or property are expected to be received by management in
connection with any acquisition.





The
Company has not formulated any policy regarding the use of consultants or
outside advisors, but does not anticipate that it will use the services of such
persons.




10




The
Company has, and will continue to have, insufficient capital with which to
provide the owners of business opportunities with any significant cash or other
assets.  However, management believes the Company will offer owners of
business opportunities the opportunity to acquire a controlling ownership
interest in a public company at substantially less cost than is required to
conduct an initial public offering.  The owners of the business
opportunities will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion of their shares
for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition of a business opportunity
including the costs of preparing post-effective amendments, Forms 8-K,
agreements and related reports and documents nevertheless, the officers and
directors of the Company have not conducted market research and are not aware of
statistical data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.





The
Company does not intend to make any loans to any prospective merger or
acquisition candidates or to unaffiliated third parties.





Sources
of Opportunities





The
Company anticipates that business opportunities for possible acquisition will be
referred by various sources, including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists, members of the
financial community, and others who may present unsolicited
proposals.





The
Company will seek a potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers and directors as well
as indirect associations between them and other business and professional
people.  It is not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.





The
officers and directors of the Company are currently employed in other positions
and will devote only a portion of their time (not more than three hours per
week) to the business affairs of the Company, until such time as an acquisition
has been determined to be highly favorable. In addition, in the face of
competing demands for their time, the officers and directors may grant priority
to their full-time positions rather than to the Company.





Evaluation
of Opportunities





The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities which may be
brought to its attention through present associations with
management.  In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operation, if any; prospects for the future; present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services or trades; name
identification; and other relevant factors. Officers and directors of each
Company will meet personally with management and key personnel of the firm
sponsoring the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained.




11




The
Company will not restrict its search for any specific kind of business, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
currently impossible to predict the status of any business in which the Company
may become engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.





Acquisition
of Opportunities





In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or
all  of the Company’s officers and directors may, as part of the terms
of the acquisition transaction, resign and be replaced by new officers and
directors without a vote of the Company’s shareholders.





It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company’s
Common Stock may have a depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot be predicted, it may
be expected that the parties to the business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the acquisition
in a so called “tax free” reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain
tax free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, including investors in
this offering, would retain less than 20% of the issued and outstanding shares
of the surviving entity, which could result in significant dilution in the
equity of such shareholders.





As part
of the Company’s investigation, officers and directors of the Company will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and takes other
reasonable investigative measures, to the extent of the Company’s limited
financial resources and management expertise.





The
manner in which each company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the company and
other parties, and the relative negotiating strength of the company and its
management.




12




With
respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon, among other things, the target
company’s assets and liabilities, the Company’s shareholders will in all
likelihood hold a lesser percentage ownership interest in the Company following
any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets.  Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the percentage of
shares held by the Company’s shareholders.





The
Company will not have sufficient funds (unless it is able to raise funds in a
private placement) to undertake any significant development, marketing and
manufacturing of any products which may be acquired.





Accordingly,
following the acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity financing or obtain
funding from third parties, in exchange for which the Company would probably be
required to give up a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able either to obtain
additional financing or interest third parties in providing funding for the
further development, marketing and manufacturing of any products
acquired.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management
time and attention and substantial costs for accountants, attorneys and others.
If a decision is made not to participate in a specific business opportunity the
costs therefore incurred in the related investigation would not be
recoverable.





Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.





Management
believes that the Company may be able to benefit from the use of “leverage” in
the acquisition of a business opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant indebtedness for a large
percentage of the purchase price for that business.





Through a
leveraged transaction, the Company would be required to use less of its
available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business opportunities or to other activities.  The borrowing
involved in a leveraged transaction will ordinarily be secured by the assets of
the business opportunity to be acquired. If the business opportunity acquired is
not able to generate sufficient revenues to make payments on the debt incurred
by the Company to acquire that business opportunity, the lender would be able to
exercise the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company must commit to
acquiring a business opportunity, may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company.  During periods when
interest rates are relatively high, the benefits of leveraging are not as great
as during periods of lower interest rates because the investment in the
business opportunity held on a leveraged basis will only be profitable if it
generates sufficient revenues to cover the related debt and other costs of the
financing. Lenders from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future borrowing, distribution,
and operating policies of the Company. It is not possible at this time to
predict the restrictions, if any, which lenders may impose or the impact thereof
on the Company.




13




Results
of Operations For the six months ended September 30, 2009 compared to the six
months ended September 30, 2008





The
following discussion should be read in conjunction with the condensed financial
statements and in conjunction with the Company's Form 10-K filed on June 25,
2009, as amended. Results for interim periods may not be indicative of results
for the full year.





Revenues





The
Company is in its development stage and did not generate any revenues for the
six (6) months ended September 30, 2009 and 2008.





Total
operating expenses





During
the six (6) months ended September 30, 2009 and 2008, total operating expenses
were $15,830 and $36,650, respectively. The general and administrative expenses
were primarily the result of fees for bookkeeping expenses and professional
fees associated with fulfilling the Company’s SEC reporting
requirements.





Net
loss





During
the six (6) months ended September 30, 2009 and 2008, the net loss was $16,205
and $36,650, respectively.





Liquidity
and Capital Resources





As of
March 31, 2009 and September 30, 2009, the Company had cash in the amount of
$340 as of the end of each period. Cash and cash equivalents from inception to
date have been sufficient to provide the operating capital necessary to operate
to date. The Company’s cash was provided by financing activities conducted in
January 2008, whereby the Company issued 4,000,000 shares of common stock to 40
investors at a purchase price of $.01 per share for gross proceeds of
$40,000





The
Company had no revenues and incurred net losses of $16,205 for the six months
ended September 30, 2009, and a net loss of $73,035 for the period May 11, 2007
(inception) to September 30, 2009. In addition, the Company had working capital
and stockholders' deficiencies of $32,535 at September 30, 2009.





The
Company has loans payable in the aggregate amount of $17,330, which are due on
demand and bear interest at 5% per annum.





The
Company expects significant capital expenditures during the next 12 months,
contingent upon raising capital.  We anticipate that we will need
$2,000,000 for operations for the next 12 months. These anticipated expenditures
are for acquisition of an operating entity manufacturing, research &
development, marketing, sales channel development, general and administrative
expenses and debt financing.





14




The
Company will need to obtain additional capital in order to develop its business
operations and become profitable. In order to obtain capital, the Company may
need to sell additional shares of its common stock or borrow funds from private
lenders. There can be no assurance that the Company will be successful in
obtaining additional funding.





The
Company will need additional investments in order to commence its planned
operations. Additional investments are being sought, but the Company cannot
guarantee that it will be able to obtain such investments. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms. However, the trading price of
the Company’s common stock and a downturn in the U.S. stock and debt markets
could make it more difficult to obtain financing through the issuance of equity
or debt securities. Even if the Company is able to raise the funds required, it
is possible that it could incur unexpected costs and expenses, or experience
unexpected cash requirements that would force it to seek alternative financing.
Further, if the Company issues additional equity or debt securities,
stockholders may experience additional dilution or the new equity securities may
have rights, preferences or privileges senior to those of existing holders of
the Company’s common stock. If additional financing is not available or is not
available on acceptable terms, the Company may not be able to develop its
planned business activities.





Going
Concern Consideration





The
Company is a development stage company and has not commenced planned principal
operations.  The Company had no revenues and incurred a net loss of
$16,205 for the six months ended September 30, 2009 and a net loss of $73,035
for the period May 11, 2007 (inception) to September 30, 2009.  In
addition, the Company had working capital and stockholders' deficiencies of
$32,535 at September 30, 2009.  These factors raise substantial doubt
about the Company’s ability to continue as a going concern.





There can
be no assurance that sufficient funds will be generated during the next year or
thereafter from operations or that funds will be available from external sources
such as debt or equity financings or other potential sources.  The
lack of additional capital could force the Company to curtail or cease
operations and would, therefore, have a material adverse effect on its
business.  Furthermore, there can be no assurance that any such
required funds, if available, will be available on attractive terms or that they
will not have a significant dilutive effect on the Company's existing
stockholders.





The
Company is attempting to address its lack of liquidity by raising additional
funds, either in the form of debt or equity or some combination
thereof.  There can be no assurances that the Company will be able to
raise the additional funds it requires.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





Item 3.Quantitative and Qualitative
Disclosures About Market Risk.





As a
“smaller reporting company” as defined by Rule 229.10(f)(1), we are not required
to provide the information required by this Item 3.




15




Item
4. Controls and Procedures.





Disclosure Controls and Procedures





Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
officer has reviewed the effectiveness of our “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e)
and 15(d)-15(e)) within the end of the period covered by this Quarterly Report
on Form 10-Q and has concluded that the disclosure controls and procedures are
effective to ensure that material information relating to the Company is
recorded, processed, summarized, and reported in a timely manner. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the last day they were
evaluated by our principal executive officer and principal financial
officer.





Changes
in Internal Controls over Financial Reporting





There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.




PART
II


OTHER
INFORMATION





Item
1. Legal Proceedings.





There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.





Item
1A. Risk Factors





As a
“smaller reporting company” as defined by Rule 229.10(f)(1), we are not required
to provide the information required by this Item 1A.





Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.





Unregistered
Sales of Equity Securities





None.





Purchases
of equity securities by the issuer and affiliated purchasers





None.





Use
of Proceeds





None





16




Item
3. Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to a Vote of Security Holders.





There was
no matter submitted to a vote of security holders during the six months ended
September 30, 2009.





Item
5. Other Information.





None





Item
6. Exhibits





Exhibit
      No.
            
            Description31.1
            
            Rule
      13a-14(a)/15d-14(a) Certification of Uziel Leibowitz, the President, Chief
      Executive Officer, Treasurer and Director (attached
  hereto)32.1
            
            Section
      1350 Certification of Uziel Leibowitz, the President, Chief Executive
      Officer, Treasurer and Director(attached hereto)




17





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




FENARIO,
  INC.Dated: October
      23, 2009
            By: /s/ Uziel
      LeibowitzName:  Uziel
      LeibowitzTitle:
      President, Chief Executive OfficerTreasurer and
      Director(Principal
      Executive, Financial andAccounting Officer)By: /s/ Nathan
      BirnakName: Nathan
      BirnakTitle: Secretary
      and Director